TORCHMARK INSURED TAX FREE FUND INC
N-30D, 1995-03-01
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                    Torchmark
                    Insured
                    Tax-Free
                    Fund, Inc.

                    ANNUAL
                    REPORT
                    -------------------------------------------
                    For the fiscal year ended December 31, 1994


<PAGE>
FUND MANAGER'S LETTER
- -----------------------------------------------------------------
DECEMBER 31, 1994

Dear Shareholder:

     This report relates to the operation of the Torchmark Insured Tax-Free Fund
for the fiscal year ended December 31, 1994.  The following discussion, graphs
and tables provide you with information regarding the Fund's performance during
that period.

     Over the past fiscal year, the Federal Reserve Bank raised interest rates
six times as it sought to slow economic growth for the purpose of alleviating
inflationary pressures.  As interest rates rose, bonds declined considerably in
value.  The rate of inflation remained low during the year and, therefore, bond
yields relative to inflation reached unusually high levels by year end.

     Our strategy during the past year was to make investment decisions that
would maximize the Fund's yield from insured tax-free bonds.  We chose not to
shorten the average maturity of the Fund's holdings, although that would have
lessened the erosion in principal values caused by rising interest rates,
because then the Fund's monthly yield would have fallen significantly due to the
considerably lower interest rates available on municipal bonds with shorter
maturities.  By maintaining a longer average maturity, the Fund has continued to
provide attractive monthly dividends, and as market conditions change for the
better in the future, the Fund is positioned to recoup the declines in principal
value it experienced in 1994.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance remaining fairly consistent with that of the indexes charted
on the following page.  Those indexes reflect the performance of securities that
generally represent the municipal bond market (the Lehman Brothers Municipal
Bond Index) and the universe of funds with similar investment objectives (the
Lipper Insured Municipal Debt Fund Universe Average).

     In 1995, we expect the Federal Reserve Bank to increase interest rates
further until the rate of economic growth slows and fears of rising inflation
abate.  We expect, however, that the Federal Reserve Bank's interest-raising
actions are nearing an end.  Once the economy slows further, the bond markets,
including the market for municipal bonds, should present good prospects for
appreciation.  We expect to continue the same strategies we have recently
employed.  We will continue to diversify the Fund's holdings by credit, location
and type of municipal project in seeking to achieve the Fund's investment
objectives.

     Thank you very much for your continued support and confidence.

Respectfully,

John M. Holliday
Manager, Torchmark Insured Tax-Free Fund, Inc.


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                     TORCHMARK INSURED TAX-FREE FUND, INC.,
                   THE LEHMAN BROTHERS MUNICIPAL BOND INDEX,
          AND THE LIPPER INSURED MUNICIPAL DEBT FUND UNIVERSE AVERAGE

Average Annual Total Return*
1 year    1+ years**
- -8.65%    -0.70%

                                                           Lipper
                                            Lehman        Insured
                          Torchmark       Brothers      Municipal
                            Insured      Municipal      Debt Fund
                           Tax-Free           Bond       Universe
                         Fund, Inc.          Index        Average
                         ----------      ---------     ----------
     02/26/93  Purchase      10,000         10,000         10,000
     03/31/93                 9,830          9,894          9,888
     06/30/93                10,278         10,218         10,208
     09/30/93                10,642         10,563         10,560
     12/31/93                10,806         10,711         10,666
     03/31/94                 9,912         10,123         10,030
     06/30/94                10,005         10,235         10,086
     09/30/94                10,054         10,305         10,121
     12/31/94                 9,872         10,157          9,975

- ----- Lehman Bros Muni Bond Index -- $10,157
+++++ Lipper Insured Muni Debt Fund Universe Avg -- $9,975
===== Torchmark Insured Tax-Free Fund, Inc.*** -- $9,872

   Past performance is not predictive of future performance.  Indexes are
   unmanaged.
  *Performance data quoted represents past performance.  Investment return and
   principal value will fluctuate and an investor's shares, when redeemed, may
   be worth more or less than their original cost.
 **2-26-93 (the date the Fund commenced operations) through 12-31-94.  Torchmark
   Corporation guarantees that Fund expenses will not exceed one percent of net
   assets for at least the first three years of operation (beginning 2-26-93).
   The returns shown above would have been lower without this assumption of
   expenses.
***The value of the investment in the Fund is impacted by the ongoing expenses
   of the Fund.


<PAGE>
THE INVESTMENTS OF
TORCHMARK INSURED TAX-FREE FUND, INC.
DECEMBER 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS
ALABAMA - 4.11%
 The DCH Health Care Authority, Health
   Care Facilities Revenue Bonds,
   Series 1993-A,
   5.5%, 6-1-2013 ........................      $100   $   88,750

ARIZONA - 3.14%
 Paradise Valley Unified School District
   No. 69 of Maricopa County, Arizona,
   Refunding Bonds, Second Series 1993,
   0.0%, 7-1-2007 ........................       150       67,688

CONNECTICUT - 4.35%
 Connecticut Housing Finance Authority,
   Housing Mortgage Finance Program Bonds,
   1993 Series B,
   6.0%, 5-15-2009 .......................       100       93,875

FLORIDA - 4.57%
 City of Jacksonville, Florida, Excise
   Taxes Revenue Bonds, Series 1993,
   0.0%, 10-1-2011 .......................       300       98,625

ILLINOIS - 16.23%
 Illinois Health Facilities Authority:
   Revenue Refunding Bonds, Series 1993A
   (Elmhurst Memorial Hospital),
   5.5%, 1-1-2013 ........................       100       86,375
   Hospital Revenue Refunding Bonds,
   Series 1993 (Delnor-Community Hospital),
   5.5%, 5-15-2013 .......................       100       86,250
 Northwest Suburban Municipal Joint Action
   Water Agency (Cook, DuPage and Kane
   Counties, Illinois), Water Supply
   System Revenue Bonds, Series 1993A,
   5.9%, 5-1-2013 ........................       100       91,375
 City of Chicago, Wastewater Transmission
   Revenue Bonds, Refunding Series 1993,
   5.375%, 1-1-2013 ......................       100       86,250
   Total .................................                350,250

IOWA - 4.18%
 City of Ames, Iowa, Hospital Revenue
   Bonds (Mary Greeley Medical Center
   Project), Series 1993,
   5.7%, 8-15-2012 .......................       100       90,250

                See Notes to Schedule of Investments on page 7.

<PAGE>
THE INVESTMENTS OF
TORCHMARK INSURED TAX-FREE FUND, INC.
DECEMBER 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
MICHIGAN - 6.66%
 Huron School District, Counties of Wayne
   and Monroe, State of Michigan, 1992
   Refunding Bonds (General Obligation -
   Unlimited Tax),
   0.0%, 5-1-2013 ........................      $340   $   99,450
 Godfrey-Lee Public Schools, County of
   Kent, State of Michigan, 1993 Refunding
   Bonds (General Obligation - Unlimited Tax),
   5.5%, 5-1-2013 ........................        50       44,125
   Total .................................                143,575

MISSOURI - 2.24%
 Excelsior Springs, Missouri, School
   District Building Corporation, Leasehold
   Revenue Bonds (Excelsior Springs 40
   District of Excelsior Springs, Missouri),
   Series 1994,
   0.0%, 3-1-2012 ........................       150       48,188

NEVADA - 8.90%
 Clark County School District, Las Vegas,
   Nevada, General Obligation (Limited Tax)
   Refunding Bonds, Series 1991B,
   0.0%, 3-1-2009 ........................       250       98,438
 Clark County Nevada, Las Vegas - McCarran
   International Airport, Passenger Facility
   Charge Revenue Bonds, 1992 Series B,
   6.25%, 7-1-2011 .......................       100       93,625
   Total .................................                192,063

OHIO - 4.17%
 Ohio Water Development Authority, State
   of Ohio, Water Development Revenue
   Refunding Bonds, Pure Water Refunding
   and Improvement Series,
   5.5%, 12-1-2011 .......................       100       90,000

                See Notes to Schedule of Investments on page 7.


<PAGE>
THE INVESTMENTS OF
TORCHMARK INSURED TAX-FREE FUND, INC.
DECEMBER 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
PENNSYLVANIA - 8.12%
 County of Allegheny, Pennsylvania, Airport
   Revenue Bonds, Series 1993C (Pittsburgh
   International Airport),
   5.625%, 1-1-2013 ......................      $100   $   87,750
 Berks County Municipal Authority,
   Berks County, Pennsylvania, College
   Revenue Bonds, Series of 1993
   (Albright College),
   5.1%, 10-1-2008 .......................       100       87,500
   Total .................................                175,250

SOUTH DAKOTA - 4.19%
 Sioux Falls School District 49-5,
   Sioux Falls, South Dakota, Refunding
   Capital Outlay Certificates of 1992,
   Series 1992B (Limited Tax Obligation),
   5.75%, 7-1-2012 .......................       100       90,375

TEXAS - 8.77%
 Tarrant County Water Control and
   Improvement District Number One
   (Tarrant County, Texas), Water Revenue
   Refunding and Improvement Bonds,
   Series 1992,
   5.75%, 3-1-2013 .......................       100       99,750
 City of Austin, Texas, Combined Utility
   Systems Revenue Refunding Bonds, Series 1992A,
   5.75%, 11-15-2014 .....................       100       89,500
   Total .................................                189,250

UTAH - 4.18%
 Salt Lake City, Salt Lake County, Utah,
   Airport Revenue Bonds, Series 1993A (AMT),
   6.0%, 12-1-2012 .......................       100       90,125

VIRGINIA - 2.96%
 County of Stafford, Virginia, Refunding
   Certificates of Participation,
   Series 1994,
   5.0%, 11-1-2009 .......................        75       63,844

WASHINGTON - 8.24%
 Public Utility District No. 1 of Snohomish
   County, Washington, Generation System
   Revenue Bonds, Series 1993,
   6.0%, 1-1-2013 ........................       100       93,000

                See Notes to Schedule of Investments on page 7.


<PAGE>
THE INVESTMENTS OF
TORCHMARK INSURED TAX-FREE FUND, INC.
DECEMBER 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
WASHINGTON (Continued)
 Washington Public Power Supply System,
   Nuclear Project No. 2, Refunding
   Revenue Bonds, Series 1994A,
   5.0%, 7-1-2009 ........................      $100   $   84,750
   Total .................................                177,750

TOTAL MUNICIPAL BONDS - 95.01%                         $2,049,858
 (Cost: $2,276,188)

TOTAL SHORT-TERM SECURITIES - 3.94%                    $   85,000
 (Cost: $85,000)

TOTAL INVESTMENT SECURITIES - 98.95%                   $2,134,858
 (Cost: $2,361,188)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.05%          22,729

NET ASSETS - 100.00%                                   $2,157,587


Notes to Schedule of Investments
See Note 1 to financial statements for security valuation and other significant
     accounting policies concerning investments.
See Note 4 to financial statements for cost and unrealized appreciation and
     depreciation of investments owned for Federal income tax purposes.


<PAGE>
TORCHMARK INSURED TAX-FREE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1994


Assets
 Investment securities - at value
   (Notes 1 and 4) .................................   $2,134,858
 Cash   ............................................        4,254
 Receivables:
   Interest ........................................       31,557
   Fund shares sold ................................           25
 Unamortized organization expenses (Note 2)  .......       24,206
                                                       ----------
    Total assets  ..................................    2,194,900
                                                       ----------
Liabilities
 Organization expenses payable  ....................       24,206
 Accrued accounting services fee ...................          833
 Dividends payable  ................................          295
 Payable for Fund shares redeemed  .................           78
 Other  ............................................       11,901
                                                       ----------
    Total liabilities  .............................       37,313
                                                       ----------
      Total net assets..............................   $2,157,587
                                                       ==========
Net Assets
 $0.01 par value capital stock, authorized --
   200,000,000; shares outstanding -- 238,835
   Capital stock ...................................   $    2,388
   Additional paid-in capital ......................    2,382,145
 Accumulated undistributed loss:
   Accumulated undistributed net realized loss on
    investment transactions  .......................         (616)
   Net unrealized depreciation in value of
    investments at end of period ...................     (226,330)
                                                       ----------
    Net assets applicable to outstanding units
      of capital ...................................   $2,157,587
                                                       ==========
Net asset value, redemption and offering price
 per share (net assets divided by
 shares outstanding)  ..............................        $9.03
                                                            =====

                       See notes to financial statements.


<PAGE>
TORCHMARK INSURED TAX-FREE FUND, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended DECEMBER 31, 1994

Investment Income
 Interest  .........................................    $ 130,158
                                                        ---------
 Expenses (Notes 2 and 3):
   Registration fees ...............................       15,078
   Investment management fee .......................       11,069
   Accounting services fee .........................       10,000
   Amortization of organization expenses ...........        7,644
   Distribution fee ................................        5,536
   Shareholder reports..............................        2,898
   Taxes ...........................................        2,700
   Transfer agency and dividend disbursing .........        2,245
   Legal fees ......................................        2,181
   Audit fees ......................................        2,000
   Custodian fees ..................................          671
   Other ...........................................           85
                                                        ---------
    Total  .........................................       62,107
    Less expenses in excess of limitation  .........      (40,076)
                                                        ---------
      Total expenses ...............................       22,031
                                                        ---------
       Net investment income  ......................      108,127
                                                        ---------

Realized and Unrealized Gain (Loss) on Investments
 Realized net gain on investments  .................        5,729
 Unrealized depreciation in value of investments
   during the period ...............................     (317,448)
                                                        ---------
   Net loss on investments .........................     (311,719)
                                                        ---------
    Net decrease in net assets resulting
      from operations ..............................    $(203,592)
                                                        =========

                       See notes to financial statements.


<PAGE>
TORCHMARK INSURED TAX-FREE FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS

                                            For the     For the
                                            fiscal    period from
                                             year     February 26,
                                             ended    1993 through
                                           December     December
                                           31, 1994     31, 1993
                                          -----------  -----------
Increase (Decrease) in Net Assets
 Operations:
   Net investment income ...............  $  108,127   $   82,132
   Realized net gain (loss) on
    investments  .......................       5,729         (217)
   Unrealized appreciation
    (depreciation)  ....................    (317,448)      91,118
                                          ----------   ----------
    Net increase (decrease) in net
      assets resulting from
      operations .......................    (203,592)     173,033
                                          ----------   ----------
 Dividends to shareholders from:*
   Net investment income ...............    (108,127)     (82,132)
   Realized net gain from investment
    transactions  ......................      (6,128)         ---
                                          ----------   ----------
                                            (114,255)     (82,132)
                                          ----------   ----------
 Capital share transactions:
   Proceeds from sale of shares
    (4,202 and 206,433
    shares, respectively)  .............      42,096    2,065,047
   Proceeds from reinvestment of
    dividends and/or capital gains
    distribution (11,947 and 8,085
    shares, respectively)  .............     112,779       82,019
   Payments for shares redeemed (1,832
    and 0 shares, respectively)  .......     (17,408)         ---
                                          ----------   ----------
    Net increase in net assets
      resulting from capital
      share transactions ...............     137,467    2,147,066
                                          ----------   ----------
      Total increase (decrease) ........    (180,380)   2,237,967
Net Assets
 Beginning of period  ..................   2,337,967      100,000
                                          ----------   ----------
 End of period  ........................  $2,157,587   $2,337,967
                                          ==========   ==========
   Undistributed net investment
    income  ............................        $---         $---
                                                ====         ====

                    *See "Financial Highlights" on page 11.

                       See notes to financial statements.


<PAGE>
TORCHMARK INSURED TAX-FREE FUND, INC.
FINANCIAL HIGHLIGHTS
For a Share of Capital Stock Outstanding
Throughout Each Period:
                                           For the
                                            period
                            For the           from
                             fiscal       February
                               year       26, 1993
                              ended        through
                           December       December
                           31, 1994       31, 1993
                            -------        -------
Net asset value,
 beginning of
 period  ...........         $10.41         $10.00
                             ------         ------
Income from investment
 operations:
 Net investment
   income ..........            .46            .38
 Net realized and
   unrealized gain
   (loss) on
   investments .....          (1.35)           .41
                             ------         ------
Total from investment
 operations  .......          (0.89)           .79
                             ------         ------
Less distributions:
 Dividends from  net
   investment income          (0.46)         (0.38)
 Distribution from
   capital gains ...          (0.03)         (0.00)
                             ------         ------
Total distributions.          (0.49)         (0.38)
                             ------         ------
Net asset value,
 end of period  ....         $ 9.03         $10.41
                             ======         ======
Total return .......          -8.65%          9.62%*
Net assets, end of
 period (000
 omitted) ..........         $2,158         $2,338
Ratio of expenses
 to average net
 assets**  .........           1.00%          1.00%*
Ratio of net investment
 income to average
 net assets  .......           4.88%          4.46%*
Portfolio turnover
 rate ..............           5.18%         79.14%*

 *Annualized.
**See Note 3 for voluntary assumption of Fund expenses by Torchmark Corporation.
  The ratios of expenses to average net assets shown in the table would have
  been 2.80% and 2.30%, respectively.
                       See notes to financial statements.


<PAGE>
TORCHMARK INSURED TAX-FREE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994

NOTE 1 -- Significant Accounting Policies

     Torchmark Insured Tax-Free Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company.  The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements.  The policies are in conformity with generally accepted accounting
principles.

A.   Security valuation -- Municipal bonds and the taxable obligations in the
     Fund's investment portfolio are not listed or traded on any securities
     exchange.  Therefore, municipal bonds are valued using prices quoted by
     Muller and Company, a dealer in bonds which offers a pricing service.
     Short-term debt securities, whether taxable or nontaxable, are valued at
     amortized cost, which approximates market.

B.   Security transactions and related investment income -- Security
     transactions are accounted for on the trade date (date the order to buy or
     sell is executed).  Securities gains and losses are calculated on the
     identified cost basis.  Original issue discount (as defined by the Internal
     Revenue Code) and premiums on the purchase of bonds are amortized for both
     financial and tax reporting purposes over the remaining lives of the bonds.
     Interest income is recorded on the accrual basis.  See Note 4 -- Investment
     Security Transactions.

C.   Federal income taxes -- The Fund intends to distribute all of its net
     investment income and capital gains to its shareholders and otherwise
     qualify as a regulated investment company under the Internal Revenue Code.
     The Fund intends to pay distributions as required to avoid imposition of
     excise tax.  Accordingly, provision has not been made for Federal income
     taxes.  In addition, the Fund intends to meet requirements of the Internal
     Revenue Code which will permit it to pay dividends from net investment
     income, substantially all of which will be exempt from Federal income tax.
     See Note 5 -- Federal Income Tax Matters.

D.   Dividends and distributions -- All of the Fund's net investment income is
     declared and recorded by the Fund as dividends payable on each day to
     shareholders of record at the time of the previous determination of net
     asset value.

NOTE 2 -- Organization

     The Fund was incorporated in Maryland on September 9, 1992 and was inactive
(except for matters relating to its organization and registration as an
investment company under the Investment Company Act of 1940 and registration of
shares under the Securities Act of 1933) until February 26, 1993 (the date of
the initial public offering).

     On February 17, 1993, Waddell & Reed, Inc. ("W&R") purchased for investment
10,000 shares of the Fund at their net asset value of $10.00 per share.  As of
December 31, 1994, W&R owned 10,901 shares.   On February 26, 1993, United
Investors Life Insurance Company ("UILIC"), an affiliate of W&R, purchased
200,000 shares of the Fund.  As of December 31, 1994, UILIC owned 218,020
shares.

     The Fund's organizational expenses in the amount of $38,220 were advanced
to the Fund by W&R and are an obligation to be paid by the Fund.  These expenses
are being amortized and are payable evenly over 60 months following the date of
the initial public offering.  In the event that all or any part of W&R's initial
investment in the Fund's shares is redeemed before the full reimbursement of
these organizational expenses, the Fund's obligation to make further
reimbursement will cease.

NOTE 3 -- Investment Management and Payments to Affiliated Persons

     Waddell & Reed Investment Management Company ("WRIMCO"), a wholly-owned
subsidiary of W&R, acts as investment manager to the Fund and, as such, receives
a fee for such services.  The fee is accrued and paid daily at the annual rate
of .50% of the Fund's net asset value.

     The Torchmark Division of Waddell & Reed Services Company ("Torchmark
Services"), another wholly-owned subsidiary of W&R, acts as transfer agent for
the Fund and processes the payments of dividends to Fund shareholders.  The Fund
pays Torchmark Services a monthly fee of $1.0208 for each shareholder account
that was in existence at any time during the prior month, plus $0.30 for each
account on which a dividend or distribution of cash or shares had a record date
in that month.  The Fund also pays for certain out-of-pocket costs.

     Torchmark Services also acts as agent ("Accounting Services Agent") in
providing bookkeeping and accounting services and assistance to the Fund and
pricing daily the value of shares of the Fund.  For these services the Fund pays
the Accounting Services Agent a monthly fee of one-twelfth of the annual fee
shown in the following table:

                     Accounting Services Fee
          Average Net Asset Level        Annual Fee
           (dollars in millions)     Rate for Each Level
          -----------------------    -------------------
          From  $    0 to $   25         $ 10,000
          From  $   25 to $  100         $ 25,000
          From  $  100 to $  500         $ 50,000
          From  $  500 to $1,000         $ 75,000
          Above $1,000                   $100,000

     Under a Service Plan adopted by the Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Fund may pay a fee to Torchmark
Distributors, Inc. ("Torchmark Distributors"), another wholly-owned subsidiary
of W&R, the principal underwriter for the Fund, and to Torchmark Services in an
aggregate amount not to exceed .25% per annum of the Fund's net asset value
accrued and paid daily to reimburse them for amounts expended in preparing,
printing and distributing informational material to investors and Fund
shareholders, providing yield and performance information and in answering
telephone or written inquiries of investors concerning the Fund or shareholders
concerning their accounts.

     Torchmark Corporation guarantees that for at least the first three years
commencing February 26, 1993, the total expenses of the Fund, excluding
brokerage commissions and extraordinary expenses, will not exceed 1% annualized
of the Fund's daily net asset value.  To ensure that the Fund's daily expenses
do not exceed this limit, first WRIMCO, Torchmark Distributors and Torchmark
Services will waive or refund fees payable to them commencing with the service
fee; then, if such reductions or refunds are inadequate to reduce the daily
expenses below the 1% annualized limit, Torchmark Corporation will immediately
pay to the Fund the amount by which the Fund's expenses computed daily exceed
the 1% limit.

     W&R is an indirect subsidiary of Torchmark Corporation, a publicly held
company whose address is 2001 Third Avenue South, Birmingham, Alabama  35233.
Torchmark Corporation is an insurance and financial services holding company
whose shares are listed on the New York Stock Exchange.  W&R is also an indirect
subsidiary of United Investors Management Company, a holding company, and a
direct subsidiary of Waddell & Reed Financial Services, Inc., a holding company.

NOTE 4 -- Investment Security Transactions

     Purchases of investment securities, other than U.S. Government and short-
term securities, aggregated $217,884 while proceeds from maturities and sales
aggregated $109,019.  Purchases of short-term securities aggregated $385,000
while proceeds from maturities and sales aggregated $368,977.  No U.S.
Government securities were bought or sold during the period ended December 31,
1994.

     For Federal income tax purposes, cost of investments owned at December 31,
1994 was $2,361,804, resulting in net unrealized depreciation of $226,946, of
which $1,658 related to appreciated securities and $228,604 related to
depreciated securities.

NOTE 5 -- Federal Income Tax Matters

     During the year ended December 31, 1994, the Fund realized short-term
capital gain net income of $5,728 which is treated as ordinary income for
Federal income tax purposes.


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
  Torchmark Insured Tax-Free Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Torchmark Insured Tax-Free Fund,
Inc. (the "Fund") at December 31, 1994, the results of its operations for the
year then ended and the changes in its net assets and the financial highlights
for the periods indicated, in conformity with generally accepted accounting
principles.  These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audit.  We conducted our audit of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audit, which included
confirmation of securities at December 31, 1994 by correspondence with the
custodian, provides a reasonable basis for the opinion expressed above.  The
financial statements and financial highlights of the Fund for the period ended
December 31, 1993 were audited by other independent accountants whose report
dated February 18, 1994 expressed an unqualified opinion on those statements.



PRICE WATERHOUSE LLP
Kansas City, Missouri
January 31, 1995


<PAGE>
- ----------------------------------------------------------------------
INCOME TAX INFORMATION
     Dividends are declared and reported by the Fund on each day the New York
Stock Exchange is open for business.  Dividends are paid monthly on the 27th of
the month or on the preceding business day if the 27th is a weekend or holiday.

   The dividends are not eligible for the dividend received deduction.

   The tax status of dividends paid will be reported to you on Form 1099-DIV
after the close of the applicable calendar year.

   Shareholders are advised to consult with their tax advisor concerning the tax
treatment of dividends and distributions from the Fund.


<PAGE>
DIRECTORS                               OFFICERS
Ronald K. Richey, Birmingham,           Keith A. Tucker, President
  Alabama, Chairman of the Board        Robert L. Hechler, Vice
Henry L. Bellmon, Red Rock,                President
  Oklahoma                              Henry J. Herrmann, Vice
Dodds I. Buchanan, Boulder, Colorado      President
Jay B. Dillingham, Kansas City,         John M. Holliday, Vice
  Missouri                                President
John F. Hayes, Hutchinson, Kansas       Theodore W. Howard, Vice
Glendon E. Johnson, Miami, Florida        President and Treasurer
William T. Morgan, Los Angeles,         Sharon K. Pappas, Vice
  California                              President and Secretary
Doyle Patterson, Kansas City, Missouri
Keith A. Tucker, Overland Park, Kansas
  President
Frederick Vogel, III, Milwaukee,
  Wisconsin
Paul S. Wise, Carefree, Arizona
Leslie S. Wright, Birmingham, Alabama


<PAGE>





















This report is submitted for the general information of the shareholders of
Torchmark Insured Tax-Free Fund, Inc.  It is not authorized for distribution to
prospective investors in the Fund unless accompanied with or preceded by the
Torchmark Insured Tax-Free Fund, Inc. current prospectus.

<PAGE>

             This space available for your notes and calculations.



















<PAGE>
TORCHMARK INSURED TAX-FREE FUND, INC.
December 31, 1994










FOR MORE INFORMATION:
  TORCHMARK SERVICES
  6300 Lamar Avenue
  P.O. Box 2995
  Shawnee Mission, KS  66201-1395
  (800) 733-3863




































FOOO299A(12-94)








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